v3.25.2
Basis of Presentation
6 Months Ended
Jun. 30, 2025
Accounting Policies [Abstract]  
Basis of Presentation

NOTE 1 - Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared by CTS Corporation (“CTS”, “we”, “our”, “us” or the “Company”), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations. The unaudited condensed consolidated financial statements should be read in conjunction with the financial statements, notes thereto, and other information included in the Company’s Annual Report on Form 10‑K for the year ended December 31, 2024.

The accompanying unaudited condensed consolidated financial statements reflect, in the opinion of management, all adjustments (consisting of normal recurring items) necessary for a fair statement, in all material respects, of the financial position and results of operations for the periods presented. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ materially from those estimates. The results of operations for the interim periods are not necessarily indicative of the results for the entire year.

There have been no material changes in the Company’s significant accounting policies as compared to the significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Immaterial Correction of Prior Period Error

As reported in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, the Company identified immaterial prior period errors in the consolidated financial statements related to the acquisition of SyQwest, LLC (“SyQwest”) as well as the foreign currency impact on certain long-term debt payments. The errors related to the SyQwest acquisition were due to errors with the calculation of revenue and cost of goods sold both prior to and subsequent to the acquisition date of July 29, 2024. The Company assessed the materiality of this change on prior period consolidated financial statements in accordance with SEC Staff Accounting Bulletin No. 99, “Materiality” (ASC Topic 250, Accounting Changes and Error Corrections). Based on this assessment, the Company concluded that these error corrections were material in the first quarter of 2025, but are not material to any previously presented consolidated financial statements. Accordingly, the Company corrected the previously reported immaterial errors for the year ended December 31, 2024 and the three and nine months ended September 30, 2024 in its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025.

The financial reporting periods affected by this error include the Company’s previously reported audited consolidated financial statements for the fiscal year ended December 31, 2024 and the Company’s previously reported interim unaudited consolidated financial statements for the three and nine months ended September 30, 2024. In addition, the Company expects to present the corrected interim 2024 amounts in its 2025 consolidated interim financial statements upon the filing of each of its Quarterly Reports on Form 10-Q on a year-to-date basis as a correction to applicable 2024 periods. A summary of the immaterial corrections to the Company’s previously reported audited and unaudited consolidated financial statements follows.

Corrected Consolidated Statement of Earnings for the Year Ended December 31, 2024 (in thousands):

 

 

 

Year Ended

 

 

 

 

 

Year Ended

 

 

 

December 31, 2024

 

 

 

 

 

December 31, 2024

 

 

 

Previously Reported

 

 

Corrections

 

 

As Corrected

 

Net sales

 

$

515,771

 

 

$

(1,015

)

 

$

514,756

 

Cost of goods sold

 

 

326,621

 

 

 

580

 

 

 

327,201

 

Gross margin

 

 

189,150

 

 

 

(1,595

)

 

 

187,555

 

Operating earnings

 

 

72,780

 

 

 

(1,595

)

 

 

71,185

 

Other income (expense):

 

 

 

 

 

 

 

 

 

Other income (expense), net

 

 

(1,603

)

 

 

(1,047

)

 

 

(2,650

)

Total other expense, net

 

 

(1,557

)

 

 

(1,047

)

 

 

(2,604

)

Earnings before income taxes

 

 

71,223

 

 

 

(2,642

)

 

 

68,581

 

Net earnings

 

$

58,114

 

 

$

(2,642

)

 

$

55,472

 

Earnings per share:

 

 

 

 

 

 

 

 

 

Basic

 

$

1.91

 

 

 

 

 

$

1.82

 

Diluted

 

$

1.89

 

 

 

 

 

$

1.81

 

Basic weighted – average common shares outstanding:

 

 

30,408

 

 

 

 

 

 

30,408

 

Effect of dilutive securities

 

 

309

 

 

 

 

 

 

309

 

Diluted weighted – average common shares outstanding:

 

 

30,717

 

 

 

 

 

 

30,717

 

 

Corrected Consolidated Balance Sheet as of December 31, 2024 (in thousands):

 

 

 

December 31, 2024

 

 

 

 

 

December 31, 2024

 

 

 

Previously Reported

 

 

Corrections

 

 

As Corrected

 

ASSETS

 

 

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

 

 

 

Inventories, net

 

$

53,578

 

 

$

(1,266

)

 

$

52,312

 

Other current assets

 

 

18,716

 

 

 

(837

)

 

 

17,879

 

Total current assets

 

 

244,277

 

 

 

(2,103

)

 

 

242,174

 

Other Assets

 

 

 

 

 

 

 

 

 

Goodwill

 

 

199,886

 

 

 

1,418

 

 

 

201,304

 

Total other assets

 

 

404,539

 

 

 

1,418

 

 

 

405,957

 

Total Assets

 

$

766,112

 

 

$

(685

)

 

$

765,427

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

 

Accrued expenses and other liabilities

 

 

34,451

 

 

 

910

 

 

 

35,361

 

Total current liabilities

 

 

97,553

 

 

 

910

 

 

 

98,463

 

Long-term debt

 

 

91,253

 

 

 

1,047

 

 

 

92,300

 

Total Liabilities

 

 

235,262

 

 

 

1,957

 

 

 

237,219

 

Shareholders’ Equity

 

 

 

 

 

 

 

 

 

Retained earnings

 

 

655,493

 

 

 

(2,642

)

 

 

652,851

 

Total shareholders’ equity before treasury stock

 

 

1,017,868

 

 

 

(2,642

)

 

 

1,015,226

 

Total shareholders’ equity

 

 

530,850

 

 

 

(2,642

)

 

 

528,208

 

Total Liabilities and Shareholders’ Equity

 

$

766,112

 

 

$

(685

)

 

$

765,427

 

 

 

 

 

Corrected Consolidated Statement of Cash Flows for the Year Ended December 31, 2024 (in thousands):

 

 

 

Year Ended

 

 

 

 

 

Year Ended

 

 

 

December 31, 2024

 

 

 

 

 

December 31, 2024

 

 

 

Previously Reported

 

 

Corrections

 

 

As Corrected

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

 

Net earnings

 

$

58,114

 

 

$

(2,642

)

 

$

55,472

 

Changes in assets and liabilities, net of acquisitions:

 

 

 

 

 

 

 

 

 

Inventories

 

 

11,893

 

 

 

580

 

 

 

12,473

 

Other assets

 

 

900

 

 

 

837

 

 

 

1,737

 

Accrued expenses and other liabilities

 

 

(5,255

)

 

 

178

 

 

 

(5,077

)

Net cash provided by operating activities

 

 

99,289

 

 

 

(1,047

)

 

 

98,242

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

Payments of long-term debt

 

 

(891,847

)

 

 

1,047

 

 

 

(890,800

)

Net cash (used in) provided by financing activities

 

$

(27,935

)

 

$

1,047

 

 

$

(26,888

)

 

Corrected Consolidated Statement of Earnings for the Three and Nine Months Ended September 30, 2024 (in thousands):

 

 

 

Three Months Ended

 

 

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

 

 

Nine Months Ended

 

 

 

September 30, 2024

 

 

 

 

 

September 30, 2024

 

 

September 30, 2024

 

 

 

 

 

September 30, 2024

 

 

 

Previously Reported

 

 

Corrections

 

 

As Corrected

 

 

Previously Reported

 

 

Corrections

 

 

As Corrected

 

Net sales

 

$

132,424

 

 

$

(40

)

 

$

132,385

 

 

$

388,336

 

 

$

(40

)

 

$

388,296

 

Cost of goods sold

 

 

82,636

 

 

 

559

 

 

 

83,195

 

 

 

247,086

 

 

 

559

 

 

 

247,645

 

Gross margin

 

 

49,788

 

 

 

(599

)

 

 

49,189

 

 

 

141,250

 

 

 

(599

)

 

 

140,651

 

Operating earnings

 

 

21,475

 

 

 

(599

)

 

 

20,876

 

 

 

53,775

 

 

 

(599

)

 

 

53,176

 

Earnings before income taxes

 

 

22,447

 

 

 

(599

)

 

 

21,848

 

 

 

53,872

 

 

 

(599

)

 

 

53,273

 

Net earnings

 

$

18,683

 

 

$

(599

)

 

$

18,084

 

 

$

44,508

 

 

$

(599

)

 

$

43,909

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.62

 

 

 

 

 

$

0.60

 

 

$

1.46

 

 

 

 

 

$

1.44

 

Diluted

 

$

0.61

 

 

 

 

 

$

0.59

 

 

$

1.45

 

 

 

 

 

$

1.43

 

Basic weighted – average common shares outstanding:

 

 

30,300

 

 

 

 

 

 

30,300

 

 

 

30,517

 

 

 

 

 

 

30,517

 

Effect of dilutive securities

 

 

236

 

 

 

 

 

 

236

 

 

 

230

 

 

 

 

 

 

230

 

Diluted weighted – average common shares outstanding:

 

 

30,536

 

 

 

 

 

 

30,536

 

 

 

30,747

 

 

 

 

 

 

30,747

 

 

 

 

 

 

 

 

 

 

 

Corrected Consolidated Balance Sheet as of September 30, 2024 (in thousands):

 

 

 

September 30, 2024

 

 

 

 

 

September 30, 2024

 

 

 

Previously Reported

 

 

Corrections

 

 

As Corrected

 

ASSETS

 

 

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

 

 

 

Inventories, net

 

$

57,288

 

 

$

(1,246

)

 

$

56,042

 

Total current assets

 

 

255,561

 

 

 

(1,246

)

 

 

254,315

 

Other Assets

 

 

 

 

 

 

 

 

 

Goodwill

 

 

194,821

 

 

 

1,418

 

 

 

196,239

 

Total other assets

 

 

416,677

 

 

 

1,418

 

 

 

418,095

 

Total Assets

 

$

789,392

 

 

$

172

 

 

$

789,564

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

 

Accrued expenses and other liabilities

 

 

37,249

 

 

 

771

 

 

 

38,020

 

Total current liabilities

 

 

103,799

 

 

 

771

 

 

 

104,570

 

Total Liabilities

 

 

258,586

 

 

 

771

 

 

 

259,357

 

Shareholders’ Equity

 

 

 

 

 

 

 

 

 

Retained earnings

 

 

643,088

 

 

 

(599

)

 

 

642,489

 

Total shareholders’ equity before treasury stock

 

 

1,009,937

 

 

 

(599

)

 

 

1,009,338

 

Total shareholders’ equity

 

 

530,806

 

 

 

(599

)

 

 

530,207

 

Total Liabilities and Shareholders’ Equity

 

$

789,392

 

 

$

172

 

 

$

789,564

 

 

Corrected Consolidated Statement of Cash Flows for the Nine Months Ended September 30, 2024 (in thousands):

 

 

 

Nine Months Ended

 

 

 

 

 

Nine Months Ended

 

 

 

September 30, 2024

 

 

 

 

 

September 30, 2024

 

 

 

Previously Reported

 

 

Corrections

 

 

As Corrected

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

 

Net earnings

 

$

44,508

 

 

$

(599

)

 

$

43,909

 

Changes in assets and liabilities, net of acquisitions:

 

 

 

 

 

 

 

 

 

Inventories

 

 

11,346

 

 

 

559

 

 

 

11,905

 

Accrued expenses and other liabilities

 

 

(2,645

)

 

 

40

 

 

 

(2,605

)

Net cash provided by operating activities

 

$

73,335

 

 

$

-

 

 

$

73,335

 

 

Corrected Fair Value of SyQwest Assets Acquired and Liabilities Assumed:

 

 

 

Fair Values at
July 29, 2024

 

Accounts receivable

 

$

770

 

Inventory

 

 

7,939

 

Other current assets

 

 

1,475

 

Property, plant and equipment

 

 

985

 

Other assets

 

 

684

 

Goodwill

 

 

46,600

 

Intangible assets

 

 

76,100

 

Fair value of assets acquired

 

 

134,553

 

Less fair value of liabilities acquired

 

 

(6,536

)

Purchase price

 

$

128,017

 

 

 

 

Accounting Pronouncements Recently Adopted

ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure”

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose information about their reportable segments' significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as existing segment disclosures and reconciliation required under ASC 280 on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for the interim periods beginning after December 15, 2024, with early adoption permitted. We adopted the guidance in our Annual Report on Form 10-K for the year ended December 31, 2024. See Note 17, “Segment Information,” for further information.

Recently issued accounting pronouncements not yet adopted

ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the reconciliation of the effective tax rate, as well as disclosure of income taxes paid, disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-09. We will adopt the guidance when it becomes effective on a prospective basis.

ASU No. 2024-03, “Income Statement (Subtopic 220-40): Disaggregation of Income Statement Expenses”

In November 2024, the FASB issued ASU 2024-03, Income Statement (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires additional information about certain expenses in the notes to the financial statements. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03. We will adopt the guidance when it becomes effective on a prospective basis.